Stock Code: Northeast Securities Co.Ltd(000686) stock abbreviation: Northeast Securities Co.Ltd(000686) Announcement No.: 2022018 Northeast Securities Co.Ltd(000686)
The fifth interim meeting of the 10th board of directors in 2022 announced that the company and all members of the board of directors guarantee that the information disclosed is true, accurate and complete without false records, misleading statements or major omissions.
1、 Meetings of the board of directors
1. On March 31, 2022, the company sent the notice on convening the fifth extraordinary meeting of Northeast Securities Co.Ltd(000686) the 10th board of directors in 2022 to all directors by email.
2. Northeast Securities Co.Ltd(000686) the fifth interim meeting of the 10th board of directors in 2022 was held by means of communication voting on April 1, 2022.
3. 13 directors should attend the meeting, and 13 directors actually attended and voted.
4. Non voting participants: all supervisors and senior managers of the company attended the meeting.
5. The meeting complies with relevant laws, administrative regulations, departmental rules, normative documents and the articles of association.
2、 Deliberations of the board meeting
The following proposals were considered and adopted by open ballot at this meeting:
(I) the proposal on the appointment of the company’s chief information officer was deliberated and adopted
The board of directors of the company agreed to appoint Mr. Kong Yaya as the chief information officer of the company. The term of office starts from the date of deliberation and approval of the board of directors to the date of expiration of the 10th board of directors.
Voting results: 13 in favor, 0 against and 0 abstention. The proposal was considered and adopted.
The independent directors of the company have expressed their independent opinions on the above appointment matters. For details, please refer to the announcement published on cninfo.com.cn on the same day as this announcement Independent opinions of Northeast Securities Co.Ltd(000686) independent directors on the appointment of senior managers by the company.
(II) the proposal on Revising the management system for the use of Northeast Securities Co.Ltd(000686) raised funds was deliberated and adopted
The board of directors agreed to amend the management system for the use of Northeast Securities Co.Ltd(000686) raised funds. See the annex for the specific amendments.
Voting results: 13 in favor, 0 against and 0 abstention. The proposal was considered and adopted.
(III) the proposal on Revising Northeast Securities Co.Ltd(000686) risk appetite management system and policy was considered and adopted
Voting results: 13 in favor, 0 against and 0 abstention. The proposal was considered and adopted.
3、 Documents for future reference
1. The resolution of the board of directors signed by the attending directors and stamped with the seal of the board of directors.
2. Other documents required by SZSE.
enclosure:
1. Resume of Mr. Kong Yaya, Chief Information Officer
2. Explanation on Revision of Northeast Securities Co.Ltd(000686) raised fund use management system
It is hereby announced.
Northeast Securities Co.Ltd(000686) board of directors April 2, 2002
Annex 1:
Resume of Mr. Kong Yaya, Chief Information Officer
Mr. Kong Yaya, born in September 1976, is a member of the Communist Party of China, a graduate student and a member of the information technology committee of China Securities Association. He used to be the product R & D Manager of Zte Corporation(000063) core network product line, the head of data science R & D center of Huatai Securities Co.Ltd(601688) information technology department and the director of technological innovation. Now he is Northeast Securities Co.Ltd(000686) chief information officer and general manager of information technology department.
Mr. Kong Yaya has no relationship with shareholders holding more than 5% of the company’s shares, other directors, supervisors and senior managers of the company, does not hold the company’s shares, has not been punished by the CSRC and other relevant departments and disciplined by the stock exchange, and has not been filed for investigation by the judicial organ for suspected crimes or filed for inspection by the CSRC for suspected violations of laws and regulations without a clear conclusion, It has not been publicized by the public inquiry platform of illegal and dishonest information of the securities and futures market of the CSRC, and is not the executee of dishonesty, the subject of dishonesty responsibility or the object of dishonesty punishment. There is no situation that it is not allowed to be nominated as a senior manager according to laws and regulations.
Annex 2:
Management system for use of Northeast Securities Co.Ltd(000686) raised funds
Revision description
After the revision of the original system
(the deleted content is at the delete line) (the new content is at the underline)
Article 1 in order to standardize the management of the raised funds of Northeast Securities Co.Ltd(000686) (Article 1 is to standardize the management of the raised funds of Northeast Securities Co.Ltd(000686) (hereinafter referred to as “the company”), improve the use efficiency and efficiency of the raised funds, effectively protect the use efficiency and efficiency of investors’ rights, and effectively protect the rights and interests of investors, according to the company law of the people’s Republic of China Zhongyi, in accordance with the company law, the securities law, the securities law of the people’s Republic of China, the guidelines for the supervision of listed companies No. 2 – Guidelines for the supervision of listed companies No. 2 – regulatory requirements for the management and use of funds raised by listed companies, the regulatory requirements for the management and use of funds raised by listed companies, the Shenzhen Stock Exchange’s stock listing rules The Listing Rules of Shenzhen Stock Exchange, the self regulatory guidelines for listed companies of Shenzhen Stock Exchange No. 1 – Guidelines for the standardized operation of companies on the main board, the standardized operation of Companies in Northeast Securities Co.Ltd(000686) Co., Ltd., the articles of association of Northeast Securities Co.Ltd(000686) Co., Ltd. (hereinafter referred to as the “articles of association”) and the articles of association of the company (hereinafter referred to as the “articles of association”), Formulate this system. Formulate this system.
Article 2 the term “raised funds” as mentioned in this system refers to the funds raised by the company through public issuance of securities in accordance with laws and regulations (including allotment of shares and increase of shares). Article 2 the term “raised funds” as mentioned in this system refers to the funds raised and exchanged from investors for corporate bonds, corporate bonds, warrants, etc. through the issuance and issuance of convertible corporate bonds, separately traded convertible stocks and their derivatives) and not publicly available for specific purposes. Issue securities to raise funds from investors and use them for specific purposes. Article 6 the board of directors of the company shall be responsible for the use and management of the raised funds. The board of supervisors, independent directors and sponsors of the company shall be responsible for the use and management of the raised funds. The board of supervisors, independent directors and sponsors of the company may exercise supervision over the use and management of the raised funds.
The independent financial advisor shall exercise supervision over the use and management of the raised funds.
Article 7 the directors, supervisors and senior managers of the company shall be diligent and conscientious, and urge the company to standardize the use of raised funds and increase new capital. Consciously maintain the safety of the company’s raised funds, and shall not participate in, assist or connive at the company to change the purpose of the raised funds without authorization or in a disguised form.
Article 7 the securities department and the fund operation Department of the company are the specific management departments of the raised funds, among which the securities department is responsible for the management of the raised funds. The Securities Department of the company is the management department of the raised funds related to equity financing, and the fund operation Department is responsible for the management of the raised funds; The finance department is responsible for the management of raised funds related to debt financing; Opening, daily management and accounting of the special account for raised funds of the finance department; Be responsible for the opening, daily management and audit of the special account for raised funds, and the audit department is responsible for the calculation of the storage and use of raised funds; The audit department is responsible for supervising and inspecting the storage and use of the raised funds. Supervise and inspect the situation.
Article 10 the company shall select a commercial bank approved by the board of directors. Article 11 the company shall select a commercial bank approved by the board of directors to open a special account for raising funds (hereinafter referred to as the “special bank”) to open a special account for raising funds (hereinafter referred to as the “special account”). The raised funds of the company shall be deposited in a special account (centralized account). The company’s raised funds shall be deposited in a special account for centralized management. The special account shall not deposit non raised funds or be used for its management, and the special account shall not deposit non raised funds or be used for other purposes. His purpose.
If the company has two or more times of financing, it shall set up a separate fund-raising account. If the company has two or more times of financing, it shall set up a separate fund-raising account. Special fund collection account.
If the actual net amount of raised funds exceeds the planned amount of raised funds, the actual net amount of raised funds exceeds the planned amount of raised funds (hereinafter referred to as “over raised funds”) shall also be deposited in the raised part (hereinafter referred to as “over raised funds”) and shall also be deposited in the special account for fund collection management. It shall be managed in the special account for raised funds.
Within one month after the raised funds are in place, the company shall sign a three-party supervision agreement with the commercial bank (hereinafter referred to as “the Commercial Bank of the association” (hereinafter referred to as “the commercial bank”) that the company constructs and deposits the raised funds within one month after the raised funds are in place. The agreement shall at least include the following contents: tripartite supervision agreement (hereinafter referred to as the “agreement”). Agreement (I) the company shall centrally deposit the raised funds in a special account; It shall at least include the following contents: (II) the account number of the special account for raised funds and the raised funds involved in the special account; (I) the company shall centrally deposit the raised funds in the special account; Fund raising items and deposit amount; (II) the account number of the special account for raising funds and the fund-raising companies involved in the special account (III) the accumulated fund-raising items and deposit amount from the special account at one time or within 12 months; (III) if the company withdraws more than 50 million yuan or raises 20% of the net amount from the special account in one time or within 12 months, the company and commercial banks shall timely notify the recommendation institution of the withdrawal of more than 50 million yuan or the raising of funds; If 20% of the net amount, the company and the commercial bank shall timely notify (IV) the commercial bank to issue a bank statement to the company every month and inform the sponsor or independent financial adviser;
And send a copy to the recommendation institution; (IV) the commercial bank issues the bank statement to the company every month, (V) the recommendation institution can inquire at the commercial bank at any time and send a copy to the sponsor or independent financial adviser;
Household information; (V) the sponsor or independent financial adviser can inquire about the special account information at any time at (VI) the supervision responsibilities of the sponsor and the information of the commercial bank; Know and cooperate with the responsibilities, the supervision responsibilities of the recommendation institutions and commercial banks to the company’s (VI) sponsors or independent financial advisers, and the supervision methods for the use of raised funds; The notification and cooperation responsibilities of commercial banks, the rights of sponsors or independent (VII) companies, commercial banks and recommendation institutions, and the obligations of financial advisers and commercial banks for the use of funds raised by the company and their liabilities for breach of contract; The way of supervision;
(VIII) the commercial bank fails to timely issue (VII) the statement of the company, commercial bank, sponsor or independent financial bank or notify the special account of large amount withdrawal to the recommendation institution for three times, as well as the rights and obligations of the business consultant and the liability for breach of contract; If the commercial bank fails to cooperate with the sponsor to inquire and investigate the information of the special account (Ⅷ) for three times, the company may terminate the agreement and cancel the special financial advisor for the raised funds, issue the bank statement or notify the special account of large amount. In case of withdrawal and failure to cooperate with the sponsor or the independent company to timely announce the agreement after the signing of the above agreement, the main financial adviser shall inquire and investigate the information of the special account, the company shall provide the following information. If the agreement is terminated in advance before the expiration of its term of validity, the agreement may be terminated and the special account for raised funds may be cancelled. Within one month from the date of termination of the agreement, the company and the relevant parties shall timely announce the signing of the new agreement with the owner of the agreement after the signing of the above agreement, and make a timely announcement. Content to be. If the agreement is terminated in advance before the expiration of the term of validity, and the company implements the raised investment project through the holding subsidiary, the company shall sign a new agreement with the relevant company, the holding subsidiary and commercial person implementing the raised investment project within one month from the date of termination of the agreement, and make a timely announcement. The bank and the recommendation institution jointly sign a tripartite supervision agreement, and the company implements the raised capital investment project through its holding subsidiaries. The company and its holding subsidiaries shall be regarded as a common party. It shall be invested by the company, the holding subsidiary implementing the investment project with raised funds, commercial banks, sponsors or independent financial institutions
If the consultant jointly signs the tripartite supervision agreement, the company and its holding subsidiaries shall be regarded as one of the common parties.
Article 16 in case of any of the following circumstances in the project invested with raised funds Article 18 in case of any of the following circumstances in the project invested with raised funds, the company shall be responsible for the feasibility and expected income of the project,
